Notice Of 2019 Annual Meeting And Proxy Statement - NextEra Energy
Notice of 2019 Annual Meeting and Proxy Statement YOUR VOTE IS IMPORTANT PLEASE SUBMIT YOUR PROXY PROMPTLY
NextEra Energy, Inc. 700 Universe Boulevard Juno Beach, Florida 33408-0420 Notice of Annual Meeting of Shareholders May 23, 2019 The 2019 Annual Meeting of Shareholders of NextEra Energy, Inc. (“NextEra Energy” or the “Company”) will be held on Thursday, May 23, 2019, at 8:00 a.m., Central time, at Hotel Ivy, 201 South Eleventh Street, Minneapolis, Minnesota to consider and act upon the following matters: 1. Election as directors of the nominees specified in the accompanying proxy statement; 2. Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2019; 3. Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in the accompanying proxy statement; 4. A shareholder proposal, as set forth on pages 16 to 17 of the accompanying proxy statement, if properly presented at the meeting; and 5. Such other business as may properly be brought before the annual meeting or any adjournment(s) or postponement(s) of the annual meeting. The proxy statement more fully describes these matters. NextEra Energy has not received notice of other matters that may properly be presented at the annual meeting. The record date for shareholders entitled to notice of, and to vote at, the annual meeting and any adjournment(s) or postponement(s) of the annual meeting is March 26, 2019. Admittance to the annual meeting will be limited to shareholders as of the record date or their dulyappointed proxies. For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the meeting. NextEra Energy is pleased to deliver proxy materials electronically via the Internet. Electronic delivery allows NextEra Energy to provide you with the information you need for the annual meeting, while reducing environmental impacts and costs. Regardless of whether you expect to attend the annual meeting, please submit your proxy or voting instructions promptly so that your shares can be voted. By order of the Board of Directors, W. Scott Seeley Vice President, Compliance & Corporate Secretary Juno Beach, Florida April 5, 2019 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD MAY 23, 2019 This proxy statement and the NextEra Energy 2018 annual report to shareholders are available at www.proxyvote.com.
Table of Contents Proxy Statement Summary 1 Business and Governance Highlights 2 Business of the Annual Meeting Proposal 1: Election as directors of the nominees specified in this proxy statement Proposal 2: Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2019 Proposal 3: Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement Proposal 4: Shareholder proposal 4 4 15 16 Information about NextEra Energy and Management Section 16(a) Beneficial Ownership Reporting Compliance The Company’s Security Trading Policy Common Stock Ownership of Certain Beneficial Owners and Management 19 19 19 19 Corporate Governance and Board Matters Corporate Governance Principles & Guidelines/Code of Ethics Director Independence Board Leadership Structure Board Role in Risk Oversight Board Evaluations Director Meetings and Attendance Board Committees Consideration of Director Nominees Communications with the Board Website Disclosures Transactions with Related Persons 21 21 21 21 23 23 24 24 26 27 27 28 Audit-Related Matters Audit Committee Report Fees Paid to Deloitte & Touche LLP Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm 29 29 30 Executive Compensation Compensation Discussion & Analysis Compensation Committee Report Compensation Tables Table 1a: 2018 Summary Compensation Table Table 1b: 2018 Supplemental All Other Compensation Table 2: 2018 Grants of Plan-Based Awards Table 3: 2018 Outstanding Equity Awards at Fiscal Year End Table 4: 2018 Option Exercises and Stock Vested Table 5: Pension Benefits Table 6: Nonqualified Deferred Compensation Potential Payments Upon Termination or Change in Control 32 32 56 57 57 59 59 62 67 68 69 71 Director Compensation 79 Questions and Answers about the Annual Meeting 81 No Incorporation by Reference 87 Shareholder Account Maintenance 87 Appendix A: Reconciliations of Non-GAAP to GAAP Financial Measures 14 30 A-1
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Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. This proxy statement contains information related to the solicitation of proxies by the Board of Directors (the “Board”) of NextEra Energy, Inc., a Florida corporation (“NextEra Energy,” the “Company,” “we,” “us” or “our”), in connection with the 2019 annual meeting of NextEra Energy’s shareholders and at any adjournment(s) or postponement(s) of the meeting. On or about April 5, 2019 NextEra Energy began mailing this proxy statement and a Notice of Internet Availability of Proxy Materials to shareholders. Meeting Information Time and Date: Place: Record Date: Webcast: Voting: Admission: 8:00 a.m., Central time, May 23, 2019 Hotel Ivy 201 South Eleventh Street Minneapolis, Minnesota March 26, 2019 The Company will provide a live audio webcast of the annual meeting from its website at http://www.nexteraenergy.com. Shareholders as of the record date are entitled to vote. Each share of common stock, par value .01 per share (“common stock”), is entitled to one vote for each director nominee and one vote for each of the other properly presented proposals to be voted. An admission ticket is required to enter the annual meeting. See page 81 in the Questions and Answers about the Annual Meeting section regarding how to obtain a ticket. Voting Matters and Board Recommendations Voting Matters Proposal 1 – Election of directors Proposal 2 – Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2019 Proposal 3 – Advisory vote to approve NextEra Energy’s compensation of its named executive officers Proposal 4 – Shareholder Proposal Board Vote Recommendation FOR each nominee FOR Page Reference 4 14 FOR 15 AGAINST 16 How to Vote By Internet – Go to the website www.proxyvote.com, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials (the “Notice”). By Telephone – Call 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number that appears on your card. By Mail – If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the enclosed, postage-paid envelope. If you received a Notice, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by Internet or telephone. In person – At the annual meeting. 1
Business and Governance Highlights Business Highlights NextEra Energy achieved Company-record adjusted earnings* of 3.673 billion, adjusted earnings per share (“EPS”) of 7.70 and a 1-year total shareholder return (“TSR”) of 14%. NextEra Energy’s 2018 TSR outperformed the TSR of the S&P 500 Utilities Index of 4% and the TSR of the S&P 500 Index of -4% for 2018. These accomplishments came as the Company continued to be a leader among the 10 largest U.S. utilities (based on market capitalization) in substantially all financial metrics. Among these largest 10 U.S. utilities, NextEra Energy ranked #2 for 1-year TSR and #1 for 2-year, 3-year, 5-year, 7-year and 10-year TSR. The Company ranked #2 among these utilities for 2018 adjusted earnings per share growth and #1 for 3-year and 5-year adjusted earnings per share growth. In 2018, NextEra Energy ranked #1 among U.S. and global utility companies, based on market capitalization.** In 2019, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the twelfth time in the last thirteen years. Also in 2019, NextEra Energy was named by the Ethisphere Institute as one of the World’s Most Ethical Companies for the twelfth time in thirteen years. The returns that NextEra Energy generated for its shareholders were attributable to outstanding 2018 performance by the Company’s two principal operating businesses, Florida Power & Light Company (“FPL”) and NextEra Energy Resources, LLC and its subsidiaries (“NextEra Energy Resources”). Highlights of this performance are described in more detail in the Compensation Discussion and Analysis beginning on page 32. Ultimately, the Company’s financial and operational performance is reflected in the increased value of its common stock. As the table on page 33 illustrates, TSR over the three-year period from December 31, 2015 to December 31, 2018 was 82%, meaning that an investment of 100 in NextEra Energy common stock on December 31, 2015 was worth 181.88 on December 31, 2018. The chart below compares the Company’s TSR for the 1-, 3-, 5- and 10-year periods ended December 31, 2018 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the Philadelphia Exchange Utility Sector Index (“UTY”) and the S&P 500. NextEra Energy outperformed all of these indices over all of the periods shown. NextEra Energy’s outperformance over all these periods in comparison to others in its industry, and over the 1-, 3-, 5- and 10-year periods in comparison to the S&P 500, was substantial. NextEra Energy Total Shareholder Return Through 12-31-18 vs. Various Indices (1) 1-year TSR NextEra Energy S&P 500 Electric Utilities Index, total return 3-year TSR 5-year TSR 10-year TSR 14% 82% 134% 380% 4% 33% 65% 129% S&P 500 Utilities Index, total return 4% 36% 67% 170% UTY, total return 4% 37% 66% 154% (4%) 30% 50% 243% S&P 500, total return (1) Source: FactSet Research Systems Inc.; except UTY, source: Bloomberg * This measure is not a financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Appendix A to this proxy statement for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure. ** Market capitalization is as of December 31, 2018; rankings are sourced from FactSet Research Systems Inc. 2
Governance Highlights Director Independence Twelve of thirteen director nominees are independent Chief Executive Officer (“CEO”) is the only management director All members of Board committees (other than the Executive Committee) are independent directors Board Leadership Independent Lead Director selected by the independent directors Lead Director has strong role and significant governance duties, including chairing regularly-scheduled executive sessions of independent directors Board Accountability All directors stand for election annually and the Board has adopted a resignation policy for directors who fail to receive the required vote in uncontested elections Simple majority voting standard for all uncontested director elections Shareholders of 20% or more of the outstanding shares may call a special meeting No shareholder rights (“poison pill”) plan No supermajority vote requirements in the Company’s Articles of Incorporation Board Evaluation and Effectiveness Annual Board and committee self-assessments Annual independent director evaluation of the Chairman and CEO Board Refreshment & Diversity Balance of new and experienced directors, with tenure of current directors averaging nine years In 2018, added a new independent, diverse director Added six new directors in the last seven years and have a specified retirement age for directors Six of thirteen directors are women or ethnically diverse and average age of directors is less than 65 years old Director Engagement Each director attended 100% of Board and their assigned committee meetings and attended the annual meeting in 2018 Board policy limits non-employee director membership on other public company boards to three Clawback and AntiHedging Policies Recoupment or clawback policy to recover certain executive pay Policy prohibiting short sales, hedging and margin accounts Share Ownership CEO required to hold shares equivalent to 7x base salary All senior executives required to hold shares equivalent to 3x base salary Directors required to hold shares equivalent to 7x the cash portion of their annual retainer Proxy Access Available to a shareholder, or group of up to 20 shareholders, owning 3% of the Company’s outstanding shares for at least three years May nominate candidates for the greater of two directorships or up to 20% of the current membership of the Board 3
Business of the Annual Meeting Proposal 1: Election as directors of the nominees specified in this proxy statement The Board is currently composed of 13 members. Upon the recommendation of the Governance & Nominating Committee, the Board has nominated the 13 incumbent members listed below for election as directors at the 2019 annual meeting. Unless you specify otherwise, your proxy will be voted FOR the election of the listed nominees. If any nominee becomes unavailable for election, which is not currently anticipated, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by the Board or, in lieu thereof, the Board may reduce the number of directors by the number of nominees unavailable for election. The Board believes that membership at its current size is appropriate because such a Board size facilitates substantive discussions among Board members, provides for sufficient staffing of Board committees and allows for contributions by directors having a broad range of skills, expertise, industry knowledge and diversity of opinion. Directors serve until the next annual meeting of shareholders or until their respective successors are elected and qualified. Board Refreshment and Diversity Board Refreshment. The Board and the Governance & Nominating Committee engage in a continuous process of considering the mix of skills and experience needed by the Board as a whole to discharge its responsibilities. During the period from July 2012 to February 2015, five new members joined the Board, adding significantly to the skills, expertise and experience of the Board. In October 2018, the size of the Board was increased by one member and a new individual was appointed to the Board and as a member of the Audit Committee. The Company also has a director retirement policy. Generally, no person who shall have attained the age of 72 years by the date of election shall be eligible for election as a director. However, the Board may, by unanimous action (excluding the affected director), extend a director’s eligibility for one or two additional years, in which event such a director will not be eligible for subsequent election as a director if he or she would have attained the age of 73 or 74 by or prior to the date of such election. Diversity. Diversity is among the factors that the Governance & Nominating Committee considers when identifying and evaluating potential Board nominees. NextEra Energy, Inc.’s Corporate Governance Principles & Guidelines (the “Governance Guidelines”) provide that, in identifying nominees for director, the Company seeks to achieve a mix of directors representing a diversity of background and experience, including diversity with respect to age, gender, race, ethnicity and specialized experience. In the Board’s annual self-evaluation, it reviews the criteria for skills, experience and diversity reflected in the Board’s membership and also reviews the Board’s process for identification, consideration, recruitment and nomination of prospective Board members. Darryl L. Wilson, who was appointed to the Board in October 2018, is a nominee for election to the Board this year who was not previously elected by the shareholders. Following a recommendation by a Board member, Mr. Wilson was identified to the Governance & Nominating Committee as an individual that the Governance & Nominating Committee might wish to consider as a potential candidate for Board service. Mr. Wilson was interviewed by each of the members of the Governance & Nominating Committee and by Mr. Robo. The Governance & Nominating Committee then evaluated the qualifications, background and experience of Mr. Wilson using the criteria set forth in the Governance Guidelines discussed above, noting in particular that Mr. Wilson would provide expertise beneficial to the Company in the areas of operations and leadership in global manufacturing and services businesses as a result of his experience as a senior leader of an electrical power generation and distribution manufacturer and services provider. 4
Following the evaluation by the Governance & Nominating Committee, Mr. Wilson was interviewed by the other members of the Board. The Governance & Nominating Committee then recommended Mr. Wilson for appointment to the Board and the Board approved Mr. Wilson’s appointment to the Board at its regularly scheduled October meeting. Identifying and Evaluating Nominees for Directors The Governance & Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance & Nominating Committee periodically assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Candidates may come to the attention of the Governance & Nominating Committee through current Board members, professional search firms, shareholders or other persons. Candidates are evaluated at regular or special meetings of the Governance & Nominating Committee and may be considered at any time during the year. When considering candidates for the Board, the Governance & Nominating Committee considers all nominee recommendations, including those from shareholders, in the same manner. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are provided to the Governance & Nominating Committee. The Governance & Nominating Committee also reviews materials provided by professional search firms or other parties. In evaluating nominations, the Governance & Nominating Committee seeks to achieve a diverse balance of knowledge, experience and capability. Director Resignation Policy Under the NextEra Energy, Inc. Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote shall offer to resign and the Board shall determine whether or not to accept the resignation within 90 days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly-available forum or document. The Bylaws provide that, in a contested election, director nominees are elected by a plurality of the votes cast. Director Qualifications The Governance Guidelines and the Governance & Nominating Committee Charter identify Board membership qualifications, including experience, skills and attributes that are considered by the Governance & Nominating Committee in recommending non-employee nominees for Board membership. In addition to the membership qualifications identified in the Governance Guidelines, no person will be considered for Board membership who is an employee or director of a business in significant competition with the Company or of a major or potentially-major customer, supplier, contractor, counselor or consultant of the Company, or an executive officer of a business where a Company employee-director serves on the board of such other business. 5
The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its shareholders. The following matrix highlights the experience, qualifications, attributes and skills of the director nominees. This high-level summary is not intended to be an exhaustive list and information regarding the experience and qualifications of each individual director nominee is set forth in the biographies which follow. Summary of Director Qualifications and Experience Public Company CEO Experience Six Directors Financial Industry Experience and Leadership Four Directors Strategy Expertise Eight Directors Operations Management and Leadership Eight Directors International Experience Seven Directors Utility / Regulated Industry Leadership Three Directors Political / Legislative Experience Two Directors Energy Industry Leadership Three Directors Engineering & Construction Industry Experience Six Directors Nuclear Operations Leadership Two Directors Mergers & Acquisitions Experience Seven Directors Information Technology / Cyber Experience and Leadership Two Directors Investor Relations Management Six Directors Marketing / Sales / Customer Service Experience and Leadership Seven Directors Diversity Six Directors New Business Development Nine Directors Human Resources Development Thirteen Directors 6
Biography Mrs. Barrat retired in 2012 as vice chairman of Northern Trust Corporation, a financial holding company headquartered in Chicago, Illinois, where she was also a member of Northern Trust’s Management Committee. Prior to being appointed as vice chairman in March 2011, Mrs. Barrat had served as president of Personal Financial Services for Northern Trust since January 2006. She served as chairman and chief executive officer of Northern Trust Bank of California, N.A. from 1999 through 2005 and as president of Northern Trust Bank of Florida’s Palm Beach Region from 1992 through 1998. Mrs. Barrat joined Northern Trust in 1990 in Miami. Sherry S. Barrat Age: 69 Director Since: 1998 Public Company Boards: Arthur J. Gallagher & Company (since 2013) Independent trustee or director of certain Prudential Insurance mutual funds (since 2013) Qualifications Mrs. Barrat has 38 years of leadership experience in financial services, including her service through July 1, 2012 as vice chairman, and her previous service as president of Personal Financial Services (one of four principal business units) of Northern Trust Corporation, a Fortune 500 company. She is experienced in building and leading client service businesses that operate in a variety of regulatory jurisdictions and, as a Florida native with a significant part of her former employer’s business in Florida, has had extensive experience with Florida-based customers and business conditions. In addition, her 21 years of service on the Board have provided her with knowledge and experience regarding the Company’s history and businesses. Biography Mr. Camaren is a private investor. Until May 2006, he was chairman and chief executive officer of Utilities, Inc. Utilities, Inc. was one of the largest investorowned water utilities in the United States until March 2002 when it was acquired by Nuon, a Dutch company, which subsequently sold Utilities, Inc. in April 2006. He joined Utilities, Inc. in 1987 and served successively as vice president of business development, executive vice president, and vice chairman, becoming chairman and chief executive officer in 1996. James L. Camaren Age: 64 Director Since: 2002 Qualifications Mr. Camaren has 19 years of leadership experience with a large, regulated investor-owned utility. During the years he served as chairman and chief executive officer, the utility had customer growth at a rate that exceeded the industry average and acquired and integrated over 40 utilities. In addition, Mr. Camaren has experience in managing capital expenditures, environmental compliance, regulatory affairs and investor relations. 7
Kenneth B. Dunn Age: 67 Director Since: 2010 Biography Mr. Dunn is Emeritus Professor of Financial Economics at the David A. Tepper School of Business at Carnegie Mellon University (the “Tepper School”). He also served as Dean of the Tepper School from July 2002 to January 2011. Before his service in that position, Mr. Dunn had a 16-year career managing fixed income portfolios at Miller Anderson & Sherrerd and its successor by merger, Morgan Stanley Investment Management, where he served as a managing director and as co-director of the U.S. Core Fixed Income and Mortgage teams. Since 2014, he has been a managing member of Tier Capital LLC and, since 2015, chief executive officer of its subsidiary, Traditional Mortgage Acceptance Corporation, which originates, acquires and services mortgage loans and issues Government National Mortgage Association (GNMA) mortgage-backed securities. Qualifications Mr. Dunn has extensive experience in investment and asset and risk management gained through his 16-year career at Miller, Anderson & Sherrerd and its successor by merger, Morgan Stanley Investment Management. In addition, he is an expert in financial economics, having taught that subject as a professor at, and Dean of, the Tepper School. Mr. Dunn has a Ph.D. in industrial administration. Naren K. Gursahaney Age: 57 Director Since: 2014 Public Company Boards: The ADT Corporation (2012 – 2016) ServiceMaster Global Holdings, Inc. (since 2017) Biography Mr. Gursahaney is retired. He served as the president and chief executive officer, and a member of the Board of Directors, of The ADT Corporation (“ADT”), a provider of security systems and services, from September 2012 until its acquisition by affiliated funds of Apollo Global Management LLC in May 2016. Prior to ADT’s separation from Tyco International Ltd. (“Tyco”) in September 2012, Mr. Gursahaney served as president of Tyco’s ADT North American Residential business segment and was the president of Tyco Security Solutions, then a provider of electronic security to residential, commercial, industrial and governmental customers and the largest operating segment of Tyco. Mr. Gursahaney joined Tyco in 2003 as senior vice president of operational excellence. He then served as president of Tyco Engineered Products and Services and president of Tyco Flow Control. Prior to joining Tyco, Mr. Gursahaney was president and chief executive officer of GE Medical Systems Asia, where he was responsible for the company’s sales and services business in the Asia-Pacific region. During his 10-year career with GE, Mr. Gursahaney held senior leadership roles in services, marketing and information management. Qualifications Mr. Gursahaney has extensive operations, strategic planning and leadership experience in global manufacturing and services businesses serving residential, commercial, industrial and governmental customers gained as the chief executive officer of a public company providing security systems and service. He also has extensive global operations, information technology and service experience gained as the president and chief executive officer of the Asia-Pacific division of a medical diagnostic and imaging manufacturer. He has a MBA from the University of Virginia and a Bachelor of Science in Mechanical Engineering from Pennsylvania State University. 8
Biography Mr. Hachigian has been chairman of the board of JELD-WEN, inc., a manufacturer of windows and doors, since April 2014. He also previously served as chief executive officer of JELD-WEN, inc. from April 2014 until November 2015. He served as chairman, president and chief executive officer of Cooper Industries plc (“Cooper”), a publicly-held electrical equipment and tool manufacturer, until Cooper’s acquisition by Eaton Corporation in November 2012. He was named chairman of Cooper in 2006, chief executive officer in 2005 and president in 2004. Mr. Hachigian was retired during the period between his departure from Cooper and when he joined JELD-WEN, inc. in April 2014. Kirk S. Hachigian Age: 59 Director Since: 2013 Public Company Boards: JELD-WEN, inc. (since 2014) PACCAR, Inc. (since 2008) Allegion plc (since 2013) Toni Jennings Age: 69 Director Since: 2007 Public Company Boards: Brown & Brown, Inc. (since 2007) Mid-America Apartment Communities, Inc. (since 2016) Post Properties, Inc. (2013 – 2016) Qualifications Mr. Hachigian has extensive leadership, operations and strategic planning experience gained through his prior service as the chairman, chief executive officer and president of a global, publicly-held manufacturer of electrical equipment and tools. He also has international leadership and operations experience gained through his prior service as the president and chief executive officer of the Asia-Pacific operations of a lighting products manufacturer and in key management positions in Singapore and Mexico. In addition, Mr. Hachigian has financial and risk oversight experience developed through his prior service on the audit committee of another public company and as a prior member of the board of the Houston branch of the Federal Reserve Bank of Dallas. He has a MBA in finance from the Wharton School of Business and a bachelor’s degree in engineering from the University of California (Berkeley). Biography Ms. Jennings ha
4. A shareholder proposal, as set forth on pages 16 to 17 of the accompanying proxy statement, if properly presented at the meeting; and 5. Such other business as may properly be brought before the annual meeting or any adjournment(s) or postponement(s) of the annual meeting. The proxy statement more fully describes these matters.
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